Zotefoams
plc
Interim Report for the Six
Months Ended 30 June 2024
Strong sales and HPP growth
drives record H1 profit
6 August 2024 - Zotefoams plc
("Zotefoams", the "Company" or the "Group"), a world leader in
cellular materials technology, is pleased to announce its interim
results for the six months ended 30 June 2024.
Results highlights
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Record H1 sales performance, with
Group revenue up 10% to £71.1m (HY 2023: £64.6m) and by 13% at
constant currency
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- High-Performance Products (HPP)
revenue up 37% to £36.1m (HY 2023: £26.4m)
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Record H1 earnings and continuing
improvements in profit margins
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- Gross margin up 40 bps to 33.2%
(up 50 bps to 34.3% excl. MEL)
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- Profit before tax up 12% to a
record £8.3m (HY 2023: £7.4m)
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- Profit before tax excl. MEL up
12% to a record £10.5m (HY 2023: £9.4m)
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Basic earnings per share up 12% to
12.89p (HY 2023: 11.53p)
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Strong balance sheet
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- Improved cash generation from
operations of £8.5m (HY 2023: £5.8m) supporting higher levels of
growth investment
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Interim dividend increased by 4.4%
to 2.38p per share (2023: 2.28p per share)
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Strategic highlights
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Continued strong performance in
Footwear, driven by our partnership with Nike
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Significant progress in
ReZorce®, a transformative opportunity for the consumer
packaging market with our recyclable barrier packaging technology.
Our initial target market is liquid paperboard (LPB) cartons, where
an estimated 300 billion cartons are currently made globally per
annum
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- Announced Refresco, the world's
largest independent beverage packager, as joint development
partner.
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- Preparing for market trial of
150,000 sterile juice cartons in Western Europe
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- Exploring strategic investment
partnership during H2 2024 to facilitate the scale-up and delivery
of the ReZorce solution globally
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Future organic growth in North
America supported by capital investment on a second low-pressure
vessel on track for mid-2025 commissioning
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Expanded technical capabilities
and growth potential in new and existing markets through global
alliance agreement signed with Suzhou Shincell New Materials Co.
Ltd., China
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Financial summary
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June 2024
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June
2023
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Change
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Revenue (£m)
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71.1
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64.6
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10%
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Gross margin (%)
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33.2
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32.8
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40
bps
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Operating profit1
(£m)
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9.7
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8.5
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14%
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Operating margin (%)
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13.6
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13.1
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50
bps
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Profit before tax1
(£m)
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8.3
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7.4
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12%
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Basic EPS1
(p)
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12.89
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11.53
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12%
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Net debt (£m)
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44.6
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28.3
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(58%)
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Net debt (£m) covenant
basis2
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35.1
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26.7
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(31%)
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Leverage
ratio3
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1.4
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1.1
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-
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Interim dividend (p)
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2.38
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2.28
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4.4%
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1 This is a reported
number under UK adopted IAS and is after
the deduction of amortisation of acquired intangibles amounting to
£0.126m (HY 2023: £0.131m)
2 Net debt (covenant
basis) is that defined under the bank facility, adjusted for the
impact of IFRS16. The main adjustment is the elimination of
Shincell (£7.1m), treated as a right-of-use asset and a
corresponding lease liability
3 Leverage is not an
IFRS measure and is that defined under the bank facility, with net
debt, adjusted for IFRS16, at the end of the period divided by the
preceding 12 months' EBITDA, adjusted for IFRS2 and
IFRS16
Commenting on the results and the outlook, Ronan Cox, Group
CEO, said:
"I am pleased to report a strong
first half performance for Zotefoams, demonstrating the resilience
and growth potential of our business. Group revenue grew by 10% to
£71.1m, driven primarily by exceptional demand from Nike, where
underlying platform growth was amplified by an Olympic year and
inventory build at Tier 1 suppliers. Coupled with our focus on
operational efficiency, we achieved an increase in profit before
tax of 12% to a record £8.3m (HY 2023: £7.4m). This figure includes
cost an operating loss of £2.2m (HY 2023: £2.0m) in our MEL
business as we progress our ReZorce recyclable barrier packaging
technology.
ReZorce is a transformative
opportunity for the consumer packaging market. In May, we announced
Refresco, the world's largest independent beverage packager, as our
joint development partner, generating significant industry interest
globally. We are now preparing for a trial of sterile juice cartons
in Western Europe and in parallel are holding discussions with
potential strategic partners to drive this initiative
forward.
In May, we signed a global alliance
agreement with Shincell, that combines our century of experience in
nitrogen-expanded foams with their innovations in foaming
technology. It enhances our technical capabilities and allows us to
leverage their technology to get closer to our key customers and
enter new markets, further strengthening our competitive
position.
We enter the second half with
positive momentum and with the expectation that market trends seen
in H1 will remain largely consistent going into the latter part of
the year. Footwear demand is expected to normalise over the coming
months, as some of the near-term factors benefiting H1 work
through, which will free up capacity to supply markets in both
North America and Europe. We will continue to focus on cost
efficiency, supported by a stable outlook for energy and polymer
input prices.
The Board is delighted with the
Group's continued progress, with the benefits of our diverse market
profile providing both stability and opportunities to unlock growth
in a mixed economic backdrop. We remain confident that the Company
will deliver a full year performance in line with market
expectations, underpinned by the strong first half performance, and
optimistic that we will continue our positive momentum in the
medium term."
Enquiries:
Zotefoams plc
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+44 (0) 208 664 1600
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Ronan Cox, Group CEO
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Gary McGrath, Group CFO
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IFC Advisory (Financial PR & IR)
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+44 (0) 203 934 6630
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Graham Herring
Tim Metcalfe
Zach Cohen
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About Zotefoams plc
Zotefoams plc (LSE - ZTF) is a
world leader in cellular materials technology, delivering optimal
material solutions for the benefit of society. Utilising a variety
of unique manufacturing processes, including environmentally
friendly nitrogen expansion for lightweight AZOTE®
polyolefin and ZOTEK® high-performance foams, Zotefoams
sells to diverse markets worldwide. Zotefoams uses its own cellular
materials to manufacture T-FIT® advanced insulation for
demanding industrial markets. Zotefoams also owns and licenses
patented microcellular foam technology to reduce plastic use in
extrusion applications and for ReZorce® mono-material
recyclable barrier packaging.
Zotefoams is headquartered in
Croydon, UK, with additional manufacturing sites in Kentucky, USA
and Brzeg, Poland (foam manufacture), Oklahoma, USA (foam products
manufacture and conversion), Massachusetts, USA, Stilling, Denmark
(microcellular foam technology) and Jiangsu Province, China
(T-FIT).
www.zotefoams.com
AZOTE®,
ZOTEK®, ReZorce® and T-FIT® are
registered trademarks of Zotefoams plc.
Results overview
Group revenue in the period
increased £6.4m, or 10%, to £71.1m (HY
2023: £64.6m). At constant currency, Group
revenue increased £8.3m, or 13%, to £72.9m.
Gross profit increased £2.4m, or
11%, to £23.6m (HY 2023: £21.2m) and gross margin improved to 33.2%
(HY 2023: 32.8%). Operating profit for the period increased £1.2m,
or 14%, to £9.7m (HY
2023: £8.5m). Profit before tax increased
£0.9m, or 12%, to £8.3m (HY
2023: £7.4m) and basic earnings per share
increased 1.36p, or 12%, to 12.89p (HY
2023: 11.53p). Operating profit was
negatively impacted by £0.4m of currency headwind (HY 2023:
positively impacted by £1.2m of currency tailwind).
The underlying foams business,
which comprises the Polyolefin Foams and HPP business units,
achieved a 12% increase in sales, up £6.5m to £70.5m (HY 2023:
£64.0m), a 13% increase in operating profit, up £1.4m to £11.8m (HY
2023: £10.5m) and a profit before tax increase of 12%, up £1.1m to
£10.5m (HY 2023: £9.4m).
Cash generated from operations was
up £2.6m to £8.5m (HY 2023: £5.8m). On an IFRS basis, net debt
after the first six months of the year was up £13.0m to £44.6m (31
December 2023: £31.6m; 30 June 2023: £28.3m). However, over half of
this increase is led by the opportunity arising from our alliance
agreement with Suzhou Shincell New Materials Co. Ltd, which
requires recognition under IFRS 16. On a bank covenant basis, see
full explanation in section "Net debt and covenants", net debt was
up £4.9m in the period to £35.1m (31 December 2023: £30.2m; 30 June
2023: £26.7m). The leverage multiple (net borrowings to EBITDA, see
section "Net debt and covenants" for definition) at the end of the
period was 1.4. (31 December 2023: 1.1) and financial headroom at
30th June 2024 was £14.6m.
The Board remains confident in the
cash generation of the business and an interim dividend of
2.38p per share has been approved by the
Board (HY 2023:
2.28p per share).
Business unit review
Markets
Zotefoams' speciality materials are
used in a wide variety of applications globally. Our main markets
are footwear, product protection and transportation, which includes
aviation and aerospace, automotive and rail. Building and
construction is the only other market segment traditionally
representing over 10% of sales, while we also supply into medical,
industrial and other markets.
In the first half of 2024, we
delivered 10% reported revenue growth (13% at constant currency),
with increased volumes from the higher margin HPP business
offsetting lower volumes and an unfavourable sales mix in the
Polyolefin Foams business, and after foreign exchange rate
headwinds that would otherwise have increased revenue by a further
3%. Demand grew in the three main HPP
markets of Footwear, ZOTEK® F technical foams and
T-FIT® insulation during the period.
Footwear was our best performer, however, with volume growth
generating increased revenue of 40% compared with H1 2023 and
accounting for 44% of Group sales (HY 2023: 34%).
Polyolefin Foams
Polyolefin foams represented 48% of
Group revenue (HY 2023: 58%), with segment revenue decreasing 9% to
£34.4m (HY 2023: £37.7m) and sales volumes decreasing 4%. At
constant currency, segment revenue was £35.1m.
In Continental Europe (43% of
segment sales) revenue decreased 15% with volumes decreasing 13%
versus the comparative period, and in the UK (16% of segment
sales), revenue and volume decreased by 12%. Mixed demand
conditions, combined with some customers managing down their
inventory holdings, contributed to volume reduction in the period
and the Group also made proactive decisions around the level of
seasonal H1 business in order to manage margins and Croydon plant
capacity. This was partly offset by stronger performance at
automotive and aviation customers. In North America (37% of segment
sales), revenue increased 13%, driven by growth at Zotefoams
MidWest, Tulsa, which focuses on the construction market and where
the business is investing in the capability to move further
downstream. We continue to work with customers in all markets and
offer more cost-effective materials to combat price inflation.
Often this aligns with improved sustainability across the supply
chain, given that Zotefoams has solutions offering foams with
lower-density or 30% recycled content, both of which reduce polymer
and energy usage.
In the period, the average cost of
low-density polyethylene (LDPE), our main raw material, was
slightly below the long-run historical average polymer pricing
after falling significantly in 2019 and 2020, rising from 2021 and
peaking in Q2 2022. Energy prices have stabilised and are similar
to the average of the prior year comparative. In the current year,
labour costs across all geographies are likely to represent the
largest inflationary component within our cost base.
Segment profit decreased 35% to
£3.2m (HY 2023:
£5.0m), yielding a segment profit margin of 9% (HY 2023: 13%). At
constant currency, segment profit was £3.4m. In the UK, Europe and
Asia, segment margin was relatively unchanged from the prior year
comparative period, with profits reducing in line with reduced
revenue. The USA operations experienced
margin decline as the investment in employee headcount and
capability are yet to be recovered by higher sales and further
improvements in operational efficiency. While we have made
operational progress, we continue to see opportunities to reduce
costs and release capacity to meet medium-term regional demand. In
this regard, we announced in our 2023 results the investment in a
second low-pressure vessel, which will overcome some of the
inefficiencies generated by the existing ageing asset while also
adding capacity, and this is on track for commissioning around the
middle of 2025.
High-Performance Products ("HPP")
HPP represented 51% of Group
revenue in the period (HY
2023: 41%), with segment revenue increasing
37% to £36.1m (HY 2023: £26.4m). This is the first time HPP sales have exceeded
those of the Polyolefin Foams business and reflects the success of
our mix enrichment strategy. At constant currency, segment revenue
was £37.2m. Sales volumes in HPP were also
37% higher than the comparative prior year period.
Sales of our largest application,
footwear, showed considerable growth in the period, increasing 40%
to £31.1m (HY 2023: £22.3m). This is led by significant growth in
existing Nike platforms, amplified by higher demand during an
Olympic year, the addition of basketball sales, and increased
orders from Tier 1 suppliers resulting from a rebuilding of
inventory. We expect this growth to continue in H2 2024 before
moderating to more normalised levels in 2025.
Other than footwear products, we
offer a range of foamed sheet materials to technically demanding
applications globally under the ZOTEK® brand. The main
market is currently aviation, where insulation and fire performance
at minimal weight is paramount, driven by safety and
sustainability. Other markets include space, healthcare, packaging,
military and personal protection. Zotefoams offers a variety of
foams with specific properties, delivered through a combination of
raw material selection and our unique foaming technology. Sales of
ZOTEK F materials grew by 3% to £1.8m (HY 2023: £1.7m), and as with
previous years, sales will be more weighted towards the second half
of the year.
In April 2024, Zotefoams announced
an exclusivity agreement with Design Blue Limited for high
performance impact protection solutions using ZOTEK® N,
our nylon-based foam. These products will sell under the D3O and
Delta Three Oscar brands and be used for the defence and law
enforcement sectors. In the period, sales grew to £0.4m (HY 2023:
£0.1m).
T-FIT insulation is made using
Zotefoams' own HPP products and is designed for clean processing
environments such as in pharmaceutical, biotech and food and drink
manufacture. Sales grew 23% in the period to £2.7m (HY 2023:
£2.2m), with a stronger European and US performance offsetting
weakening China pharma demand. T-FIT's
sales are also weighted more towards the second half of the
year.
A significant milestone in the
period was the signing of a global alliance agreement with Suzhou
Shincell New Materials Co, Ltd ("Shincell") in May. The alliance
consists of agreements on technology licensing from Shincell to
Zotefoams, development and market co-operation, and regional
product distribution agreements, where certain products from
Shincell's unique technology will be marketed alongside Zotefoams'
existing and future product range.
This alliance combines our century of experience
in nitrogen-expanded foams with Shincell's innovations in foaming
technology. It extends our technical capabilities, enabling us to
get closer to our key customers, offer a wider scope of products
and enhance our growth potential in both new and existing markets.
Our collaboration has begun at pace, with several visits already to
the China facilities. This alliance is accounted for under IFRS 16
as a right-of-use asset, being depreciated over a period of ten
years in line with the Group's assessment of useful life, and as a
liability, being paid down over five years. Given the payment term,
it has been discounted using the Group's incremental rate of
borrowing.
The segment profit in HPP reflects
a mix of products and markets at different stages of
development. Segment profit in HPP
increased by 42% to £10.2m (HY
2023: £7.2m), yielding a profit margin of
28% (HY 2023:
27%), driven primarily from the growth in Footwear. At constant
currency, segment profit was £10.9m. Most HPP sales are in US
dollar, while costs are in a mixture of sterling, US dollar and
euro, so the weakening US dollar during the period had a £0.7m
negative impact on profitability, before Group hedging.
MuCell Extrusion LLC ("MEL")
MEL, which develops and licenses
microcellular foam technology and sells
related machinery, accounted for 1% (HY
2023: 1%) of Group revenue in the period,
with segment revenue of £0.6m (HY
2023: £0.6m). In the past two years, we
have prioritised investment in ReZorce® barrier
packaging technology over our traditional MEL polymer-reduction
technology.
ReZorce is a mono-material, and
hence fully recyclable, solution for packaging consumer
products. Importantly, it is also "circular" as it uses
post-consumer recycled content from similar packaging in its
production. Our target market is liquid paperboard (LPB) cartons,
where an estimated 300 billion cartons are currently made globally
per annum. An LPB carton is made using a combination of different
materials, with most using a combination of wood products,
aluminium and plastic in the pack construction (known as composite
packaging) and with almost no recycled content in their
manufacture. LPB cartons cannot be easily recycled due to their
composite structure. Most are not recycled, with a minority being
"downcycled" into lower-grade products, and none are recycled back
into other cartons. ReZorce, therefore, offers an improvement in
both carbon footprint and recyclability to a global
industry.
To facilitate adoption, we are
developing a complete "end-to-end" solution to demonstrate the
commercial viability of the product to customers and potential
strategic partners. Our pilot-scale facility in Denmark
manufactures a ReZorce substrate which is then converted into a
printed sheet along with the creasing needed to fold into a carton.
This is the product which would be sold to a global industry using
specialist machinery to fill with liquid such as juice in a sterile
environment. Our development has extended into this filling and
packaging process to ensure our ReZorce product is compatible with
existing machinery with as few modifications as possible, in order
to allow the use of existing installed infrastructure for
commercial scale-up. Post consumer-use product recycling depends on
local facilities, but in the UK and in much of continental Europe
the ReZorce product can be recycled in common kerbside/domestic
recycling streams.
We have made further progress in
the first six months of this year, and in May announced Refresco,
the world's largest independent packager of beverages, as our joint
development partner. At this time, we also held a media launch
event which generated significant positive commentary from European
and North American packaging publications, leading to increased
commercial interest globally.
Much of our technical focus at this
time is on refining our product and production processes to ensure
the consistency required for the production of millions of packs
through machinery which has been adapted to run LPB cartons. As
expected, this is an iterative process with good progress in all
production steps. The key remaining technical stage of the
development process will be a trial of approximately 150,000
sterile juice cartons on shelf in western Europe.
Given the significant market
opportunity of this disruptive technology, we are seeking a
strategic investor to facilitate the scale-up and delivery of the
ReZorce solution globally and have a number of ongoing engagements
in this regard. This process, which is being managed and advised by
Mazzone & Co, a US-based specialist in packaging M&A, is
expected to run though the second half of 2024, with further
updates to be provided later in the year.
While our planned investment in
ReZorce impacts short-term profitability and consumes cash, we
believe it has the potential to position the Group well for future
growth in sustainable packaging solutions. There remains further
work to do to demonstrate the commercial viability of the product,
but we remain confident in its potential to create value for
shareholders and contribute to a more sustainable future,
particularly if we can identify the right partner to support
realisation.
MEL reported a segment loss after
amortisation costs of £2.2m (HY
2023: loss £2.0m) as investment continued
into ReZorce. In May 2024, we reached agreement with Censco LLC
that will have them supply and service much of the machinery for
the business activity that we engaged in prior to embarking on the
ReZorce project, operating under license to manufacture proprietary
gas injection technology that was previously produced in-house at
MEL's USA location. This will allow the MEL team to dedicate
themselves fully to ReZorce. The agreement includes a sale of
inventory which completed in July and simplifies our MEL
operations. During the period, we capitalised £2.6m in the period, split £1.8m (HY
2023: £0.8m) in intangible development costs, that mostly reflect
the team of industry experts delivering this opportunity, and £0.8m
(HY 2023: £0.2m) in tangible assets that mostly represent payments
on the machinery required to achieve end-to-end production
capability. Since the inception of this initiative, the Group has
capitalised a total of £10.2m (31 December 2023: £7.6m).
The net book value of MEL's
tangible and intangible fixed assets at 30 June 2024
is £13.2m (31 December 2023: £11.0m; 30 June
2023: £9.7m). This includes intangible assets of £10.6m (31
December 2023: £8.9m; 30 June 2023:
£7.5m), including £3.2m of goodwill and technology
that arose on the acquisition of MEL (31 December 2023: £3.3m; 30
June 2023: £3.4m). It also includes £2.6m
(31 December 2023: £2.1m; 30 June 2023: £2.2m) of tangible assets.
While MEL has historically been loss making, we consider that no
impairment is needed at this stage, based on the size and potential
of the opportunity that the ReZorce technology offers, the Board's
ongoing commitment to funding the project and the progress made to
date and expected in the second half of the year.
Environmental, Social and Governance ('ESG')
The Board understands that embedding
ESG in our business creates sustainable long-term value for
stakeholders. Zotefoams' purpose, to provide "optimal material
solutions for the benefit of society" reflects our belief that
plastics, when used appropriately, are frequently the best solution
for the sophisticated, long-term applications typically delivered
by our customers. We are making good progress on our ESG plans
including reducing energy and polymer usage, minimising waste and
developing new products which use recycled materials. A full
ESG report was published in the 2023 Zotefoams Annual Report,
setting out the Group's ESG management framework, goals and
performance to date. This will be updated in the next Annual Report
to be published in April 2025.
Employees and talent management
Hiring and retaining employees with
the right skills and managing and further developing these talented
people, is very important to Zotefoams as it grows and evolves
globally. We have a wide scope of opportunities and need to
identify and develop the right people to define and deliver our
potential. We have a global workforce (fulltime equivalent) of 632
people (HY 2023: 580 people), 45%
(HY 2023: 43%) of
whom are located outside the UK.
On behalf of the Board, we would
like to thank all our employees for their continued contributions
and commitment to Zotefoams.
First thoughts from Ronan Cox, new Group CEO
First impressions
Joining Zotefoams presented an
irresistible opportunity. The company's unique position, built on
proprietary cellular materials technology refined over a century,
provides an exceptional foundation for growth. This longevity
demonstrates not just resilience, but also Zotefoams' capacity for
innovation and adaptation.
What particularly excites me is the
diversity of our market presence. Serving nearly 20 different end
markets offers stability and significant growth potential, both
with our existing foam customers and within downstream
applications. This wide-ranging engagement opens doors for
innovation in both our products and processes, allowing us to build
upon our solid foundation and push the boundaries of what is
possible in cellular materials.
Coupled with a strong balance
sheet, we have the flexibility to pursue a range of growth and
innovation avenues at any time. The potential of projects like
ReZorce further underscores our commitment to sustainable
solutions. This blend of established strength and future potential,
underpinned by unique technology and a diverse market presence,
presents an exceptional opportunity to drive sustainable growth and
create substantial value for our stakeholders.
A
focus on growth
Since becoming Group CEO just over
11 weeks ago, my focus has been on refining Zotefoams' strategic
direction to optimise the Group's long term growth potential.
Central to this effort will be a market-focused organisational
structure, ensuring Zotefoams is best able to serve its markets
while maintaining operational excellence across the
Group.
Our strategy will centre around a
focus on key markets that offer the greatest potential for growth
and profitability. By concentrating our efforts in this way, we aim
to deepen Zotefoams' market penetration, foster stronger customer
relationships, and drive innovation tailored to specific industry
needs.
Our aim will be to reach new
customers and markets as effectively as possible, thereby ensuring
we capture more value across the supply chain.
Innovation has been a key component
of Zotefoams' success and will remain at the heart of our strategy.
We will seek to align this innovation approach to our market
strategy, with the aim of ensuring that Zotefoams remains at the
forefront of cellular materials technology, continually pushing the
boundaries of what is possible in our industry.
Our recent technology partnership
with Shincell opens up exciting possibilities, particularly in
strengthening Zotefoams' relationship with key customers like Nike.
Our aims are to leverage this new technology, to increase the
flexibility in our manufacturing model and bring us physically
closer to customers' innovation centres and manufacturing partners,
fostering more collaborative and responsive product
development.
Alongside a refined commercial
strategy, we also believe that opportunities exist to accelerate
our strategic ambition through investment, benefiting from the
Group's cash generative model.
By pursuing a multifaceted
strategy, we aim to generate a wealth of opportunities that will
drive the long-term growth of our business. I believe this approach
will allow Zotefoams to capitalise on its strengths, explore new
avenues for expansion, and create substantial value for our
stakeholders.
We look forward to sharing more
details about our strategic plans in the coming months.
Financial review
Currency review
As a predominantly UK-based
exporter, and with the Group's fast-growing HPP business invoiced
almost entirely in US dollars, approximately 90% of Zotefoams'
sales are denominated in currencies other than sterling, mostly the
US dollar and euro. Most costs are incurred in sterling, other than
the main raw materials processed at the Croydon, UK site, which are
in euros, and the operating costs of the Group's North American
activities, which are in US dollars. As a result, movements in
these foreign exchange rates can have a significant impact on the
Group's results. The Group also incurs operating costs at the
Poland facility in Polish zloty and operating costs at its China
T-FIT processing plant in Chinese yuan but any fluctuations here
are immaterial to the Group.
The exchange rates used to
translate the key flows and balances were:
|
6 months
to 30 Jun 24
|
6 months
to 30 Jun 23
|
12
months to 31 Dec 23
|
Euro to GBP - period
average
|
1.167
|
1.141
|
1.150
|
Euro to GBP - period-end
spot
|
1.182
|
1.164
|
1.150
|
USD to GBP - period
average
|
1.264
|
1.233
|
1.243
|
USD to GBP - period-end
spot
|
1.264
|
1.263
|
1.271
|
The Group uses forward exchange
contracts to hedge its foreign currency transaction risk and hedges
its exposure to foreign currency denominated assets, where
possible, by offsetting them with same-currency liabilities,
primarily through borrowing in the relevant currency. These foreign
currency denominated assets, which are translated on a mark to
market basis every month with the movement being taken to the
income statement, include loans made by the Company to, and
intercompany trading balances with, its overseas subsidiaries, the
effect of which is cash neutral. They also include non-sterling
accounts receivable held on the Company's balance sheet, which
mostly relate to the Group's HPP sales, where further hedging
activities are taken although their accuracy is subject to the
timing of customer receipts. The Group does not currently hedge for
the translation of its foreign subsidiaries' assets or liabilities.
This policy is kept under regular review and is formally approved
by the Board on an annual basis.
In the period, net FX movements had
a negative impact on sales and profitability. Reported net sales
were £1.8m below those adjusted at constant currency (HY 2023:
£3.3m above). The net profit effect of this on the Group, prior to
any hedging activity, was unfavourable by approximately £0.9m
(HY 2023 gain:
£1.5m). Offsetting this, and included in administrative expenses,
was a gain of £0.5m (HY 2023 loss: £0.2m) from transactional
hedging via forward exchange contracts, which mostly occurs on
USD-denominated footwear receivables. The combined unfavourable
impact of movements in foreign currency on profitability in the
period was £0.3m (HY 2023: favourable impact £1.1m).
Gross profit
Gross profit increased by £2.4m or
11% in the period to £23.6m (HY 2023: £21.2m), on increased sales
of £6.4m. Margin benefitted from improved sales and mix but was
offset by underlying annual pay increases of £0.5m across the Group
and investment in headcount of £0.8m, most notably in staff to
support growth at our Poland and USA operations. Raw material and
energy prices impacts were modest versus the prior period
comparative. The Group was negatively impacted by £1.1m of currency
impact (HY 2023: benefitted from £1.8m of favourable currency
impact) before hedging, which is disclosed separately under
administrative expenses. The net impact of these movements was an
improvement in gross profit margin to 33.2% (HY 2023:
32.8%).
Distribution and administrative costs
Included within distribution
expenses in the Group's income statement are sales, marketing,
despatch and warehousing costs. These costs increased 15% to £4.6m
(HY 2023: £4.0m), led by salary inflation,
headcount investment in the USA and global marketing.
Included within administrative
expenses are technical development, finance, information systems
and administration costs as well as the impact of foreign exchange
hedges maturing in the period and non-cash foreign exchange
translation expenses. In the period, these costs increased 6% to
£9.3m, (HY 2023: £8.8m). Stripping out FX hedging movements, costs
increased 18% to £9.9m (HY 2023: £8.4m), largely reflecting salary
inflation and headcount additions, increased variable pay accruals
and Board changes. See the currency review for further details of
FX-related variances.
Net finance costs
Net finance costs increased to
£1.4m (HY 2023:
£1.1m) and included interest income of £0.1m (HY 2023: £0.1m).
Within the interest charge, £0.05m (HY
2023: £0.05m) relates to the Company's
Defined Benefit Scheme pension obligation and £0.1m (HY 2023: nil)
relates to the interest charge on the capitalised cost of the
Shincell global alliance agreement. The remaining increase relates
to the increasing debt level and increase in lending rates in the
US dollar and euro, the currencies of the primary borrowings of the
Group.
Taxation and earnings per share
The income tax expense for the
period increased 11% to £2.0m (HY 2023: £1.8m). The tax charge is
recognised based on management's estimate of the weighted average
annual income tax rate expected for the full financial year.
Zotefoams' estimated average annual tax rate used
for the period to 30 June 2024 is 24.21% (estimated average annual
tax rate for the year used at 30 June 2023: 24.38%).
Basic earnings per share was 12.89p
(HY 2023: 11.53p) an increase of 12%, while diluted earnings per
share was 12.63p (HY 2023: 11.28p), also an increase of
12%.
Cash flow
Cash generated from operations was
£8.5m (HY 2023:
£5.8m). Included in this was a net increase in working capital in
the period of £5.9m (HY
2023: net increase of £6.5m). Accounts
receivable increased £3.3m in the period (HY 2023: increased £2.8m),
reflecting higher revenues and the timing of collections on some
accounts. Inventories increased £5.1m in the period
(HY 2023:
increased £4.0m), almost half of which relates to Footwear products
to meet expected Q3 demand and closely followed by higher
ZOTEK® inventory in line with agreed purchase
requirements as well as following a doubling of the purchase price,
as highlighted in the 2023 Annual Report. Together, these two
product lines account for 80% of the increase and 49% of the
period-end inventory holding. Accounts payable increased £2.5m
(HY 2023:
increased £0.3m) on increased activity and similar
terms.
Capital expenditure in the period
was £8.1m (HY 2023: £2.6m), of which £2.0m (HY 2023: £1.0m) related to
intangibles, mostly arising from the capitalisation of ReZorce
development costs. The rate of capital expenditure across the Group
is expected to accelerate in H2 2024 as the Group acquires two
major pieces of equipment for its ReZorce opportunity and makes
progress on its second low-pressure vessel installation in the USA.
Lease payments increased in the period, driven by the first payment
to Shincell (£0.6m), and a final dividend
of £2.4m (HY 2023: £2.2m)
was paid during the period.
Net debt and covenants
The Group's gross finance facility,
held with our partner banks Handelsbanken and NatWest, comprises a
£50m multi-currency revolving credit facility with a £25m accordion
and has an end term date of March 2027. It includes an interest
rate ratchet linked to leverage on a six-monthly basis and has a
small element related to the achievement of annual sustainability
targets.
Net debt (cash less bank borrowings
and lease liabilities) increased by £13.0m from the start of the
period to £44.6m at 30 June 2024 (31 December 2023: £31.6m; 30 June
2023: £28.3m). Under the bank covenant definition of net debt,
which adjusts for the impacts of IFRS 16, most notably the Shincell
lease liability of £7.1m, net debt increased by £4.9m in the six
months to £35.1m (31 December 2023: £30.2m, 30 June 2023: £26.7m),
as a result of the investment in working capital and fixed assets
as noted in the section "Cash flow" above. Headroom, which we define as the combination of amount undrawn
on the bank facility and cash and cash equivalents disclosed on the
Statement of Financial Position, amounted to
£14.6m at 30 June 2024 (31 December 2023:
£19.4m).
The Group
remained comfortably within its banking covenants, which are tested
semi-annually, throughout the first half of the year. As at 30 June 2024, the
multiple of EBITDA to net finance charges on a rolling 12-month
basis was 9.4 (31 December 2023: 11.2; 30 June 2023: 12.8), against
a covenant minimum of 4.0, and the multiple of net borrowings to
EBITDA (leverage) on a rolling 12-month basis was 1.4 (31 December
2023: 1.2; 30 June 2023: 1.1), against a covenant maximum of
3.5.
These covenant measures, which are
not UK-adopted IAS, are defined in the following table:
Net debt to EBITDA ratio
(Leverage)
£m
|
12 months to 30 June
2024
|
12
months to 30 June 2023
|
£m
|
At 30 June
2024
|
At 30
June
2023
|
|
|
|
|
|
|
Profit after tax
|
9.9
|
11.0
|
Net debt per IFRS
|
44.6
|
28.3
|
Adjusted for:
|
|
|
IFRS 16 leases
|
(9.5)
|
(1.6)
|
Depreciation and
amortisation
|
8.2
|
8.5
|
|
|
|
Net finance costs
|
2.7
|
2.0
|
Net debt per bank
|
35.1
|
26.7
|
Share of result from joint
venture
|
(0.1)
|
(0.0)
|
|
|
|
Equity-settled share-based
payments
|
1.3
|
1.2
|
|
|
|
Taxation
|
3.8
|
2.9
|
|
|
|
Roundings
|
0.1
|
0.0
|
|
|
|
EBITDA
|
25.9
|
25.6
|
Leverage per bank
|
1.4
|
1.1
|
|
|
|
|
|
|
EBITDA to net finance charges ratio
|
|
|
|
|
|
|
|
|
|
|
£m
|
12 months to 30 June
2024
|
12
months to 30 June 2023
|
£m
|
12 months
to 30 June
2024
|
12
months
to 30
June
2023
|
|
|
|
|
|
|
EBITDA, as above
|
25.9
|
25.6
|
Finance costs
|
2.9
|
2.1
|
|
|
|
Finance income
|
(0.2)
|
(0.1)
|
|
|
|
|
|
|
EBITDA to net finance charges
|
9.4
|
12.8
|
Net finance charges
|
2.7
|
2.0
|
Post-employment benefits
The last full actuarial valuation
of the DB Scheme, closed to new members since 2001, took place as
at 5 April 2023 in line with the requirement to have a triennial
valuation. On a Statutory Funding Objective basis, a deficit was
calculated for the DB Scheme of £2.9m (previous triennial
valuation: £7.7m). As a result, the Company agreed with the
Trustees to continue to make contributions to the DB Scheme of
£643,200 per annum to meet the shortfall by 31 July 2028. In
addition, the Company pays the ongoing DB Scheme expenses of
£216,000 per annum to cover death-in-service insurance premiums,
the expenses of administering the DB Scheme and Pension Protection
Fund levies.
At the previous year-end of 31
December 2023, the IAS19 deficit disclosed in the Company accounts
was calculated to be £2.7m. Over the period to 30 June 2024, the
Scheme's invested assets have reduced by around £0.1m while the
liabilities have reduced by around £1.3m due to the increase in
long dated corporate bond yields. After taking these factors into
account, the IAS19 deficit is estimated to have reduced by around
£1.2m (i.e. from £2.7m as at 31 December 2023 to around £1.5m as at
30 June 2024).
Going Concern
The Group's business activities,
together with the factors likely to affect its future development,
performance and position, are set out in the Strategic Report of
the 2023 Annual Report on pages 1 to 77 and the section entitled
Risk management and principal risks on pages 45 to 58. This Interim
Report provides information on business and financial performance
for the six months to 30 June 2024.
The Directors believe that the
Group is well placed to manage its business risks and, after making
enquiries including a review of forecasts and predictions, taking
account of reasonably possible changes in trading performance and
considering the existing banking facilities, have a reasonable
expectation that the Group has adequate resources to continue in
operational existence for the next 12 months following the date of
approval of this Interim Report. The Directors continue to draw
upon the experiences of 2020 and the Group's success in reacting to
the challenges of COVID-19 through its safety protocols and cost
and cash management, all of which could be replicated in a similar
scenario. After due consideration of the range and likelihood of
potential outcomes, the Directors continue to adopt the going
concern basis of accounting in preparing these interim financial
statements.
Dividend
An interim dividend of 2.38p per share (HY
2023: 2.28p per share) will be paid
on 7 October 2024 to shareholders on the Company's
register at the close of business on 6 September
2024.
Principal risks and uncertainties
Zotefoams' business and share price
may be affected by a number of risks, not all of which are within
its control. The process Zotefoams has in place for identifying,
assessing and managing risks is set out in the Risk Management and
Principal Risks section, pages 45 to 58, of the 2023 Annual
Report.
In the opinion of the Board, the
specific principal risks (which could impact Zotefoams' sales,
profits and reputation) and relevant mitigating factors, as
currently identified by Zotefoams' risk management process, have
not changed significantly since the publication of the last Annual
Report, which was four months prior to this Interim Report. Our
investment in ReZorce technology remains high risk and high
potential reward and is subject to regular and direct Board
oversight. Detailed explanations of the Group's principal risks can
be found in the 2023 Annual Report. Broadly, we list these as
operational disruption, sustainability and climate change, global
capacity management, technology displacement, scaling-up
international operations, loss of a key customer and
external.
Outlook
We enter the second half with
positive momentum and with the expectation that market trends seen
in H1 will remain largely consistent going into the latter part of
the year. Footwear demand is expected to normalise over the coming
months, as some of the near-term factors benefiting H1 work
through, which will free up capacity to supply markets in both
North America and Europe. We will continue to focus on cost
efficiency, supported by a stable outlook for energy and polymer
input prices.
The Board is delighted with the
Group's continued progress, with the benefits of our diverse market
profile providing both stability and opportunities to unlock growth
in a mixed economic backdrop. We remain confident that the Company
will deliver a full year performance in line with market
expectations, underpinned by the strong first half performance, and
optimistic that we will continue our positive momentum in the
medium term.
L Drummond
|
R Cox
|
Chair
|
Group CEO
|
6 August 2024
|
6 August 2024
|
ZOTEK®, AZOTE®,
ReZorce® and T-FIT®
are registered trademarks of Zotefoams
plc.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors confirm that these
condensed consolidated interim financial statements have been
prepared in accordance with International Accounting Standard 34,
'Interim Financial Reporting' as adopted by the United Kingdom and
that the interim management report includes a fair review of the
information required by DTR 4.2.7 and DTR 4.2.8, namely:
•
|
an indication of important events
that have occurred during the first six months and their impact on
the condensed set of financial statements, and a description of the
principal risks and uncertainties for the remaining six months of
the financial year; and
|
•
|
material related-party transactions
in the first six months and any material changes in the
related-party transactions described in the last annual
report.
|
The Directors of Zotefoams plc are
listed on the Zotefoams plc website: www.zotefoams.com.
By order of the Board:
L Drummond
|
R Cox
|
Chair
|
Group CEO
|
6 August 2024
|
6 August 2024
|
CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT FOR THE SIX
MONTHS ENDED 30 JUNE 2024
|
|
Six months
ended
|
Year
Ended
|
|
|
30-Jun-24
|
30-Jun-23
|
31-Dec-23
|
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
Notes
|
£'000
|
£'000
|
£'000
|
Revenue
|
6
|
71,060
|
64,631
|
126,975
|
Cost of sales
|
|
(47,490)
|
(43,404)
|
(85,920)
|
Gross profit
|
|
23,570
|
21,227
|
41,055
|
Distribution costs
|
|
(4,568)
|
(3,977)
|
(7,927)
|
Administrative expenses
|
|
(9,340)
|
(8,774)
|
(17,993)
|
Operating profit
|
|
9,662
|
8,476
|
15,135
|
Finance costs
|
|
(1,554)
|
(1,218)
|
(2,540)
|
Finance income
|
|
122
|
104
|
191
|
Share of profit from joint
venture
|
|
59
|
32
|
54
|
Profit before income tax
|
|
8,289
|
7,394
|
12,840
|
Income tax expense
|
7
|
(2,006)
|
(1,803)
|
(3,598)
|
Profit for the period/year
|
|
6,283
|
5,591
|
9,242
|
Profit attributable to:
|
|
|
|
|
Equity holders of the
Company
|
|
6,283
|
5,591
|
9,242
|
|
|
6,283
|
5,591
|
9,242
|
Earnings per share:
|
|
|
|
|
Basic (p)
|
9
|
12.89
|
11.53
|
19.00
|
Diluted (p)
|
9
|
12.63
|
11.28
|
18.55
|
The notes below form an integral
part of these condensed consolidated interim financial
statements.
CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE
INCOME FOR THE SIX MONTHS ENDED 30 JUNE 2024
|
Six months
ended
|
Year
ended
|
|
30-Jun-24
|
30-Jun-23
|
31-Dec-23
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
£'000
|
£'000
|
£'000
|
Profit for the period/year
|
6,283
|
5,591
|
9,242
|
Other comprehensive income
|
|
|
|
Items that will not be reclassified to profit or
loss
|
|
|
|
Actuarial gains/(losses) on defined
benefit pension schemes
|
768
|
200
|
(88)
|
Tax relating to items that will not
be reclassified
|
(192)
|
(50)
|
22
|
Total items that will not be reclassified to profit or
loss
|
576
|
150
|
(66)
|
Items that may be reclassified subsequently to profit or
loss
|
|
|
|
Foreign exchange translation losses
on translation of foreign operations
|
(94)
|
(1,844)
|
(1,885)
|
Change in fair value of hedging
instruments
|
(411)
|
307
|
1,712
|
Hedging gains reclassified to
profit or loss
|
(501)
|
186
|
(192)
|
Tax relating to items that may be
reclassified
|
297
|
595
|
(575)
|
Total items that may be reclassified subsequently to profit or
loss
|
(709)
|
(756)
|
(940)
|
Other comprehensive expense for the period/year, net of
tax
|
(133)
|
(606)
|
(1,006)
|
Total comprehensive income for the
period/year
|
6,150
|
4,985
|
8,236
|
Profit attributable to:
|
|
|
|
Equity holders of the
Company
|
6,150
|
4,985
|
8,236
|
Total comprehensive income for the
period/year
|
6,150
|
4,985
|
8,236
|
The notes below form an integral
part of these condensed consolidated interim financial
statements.
CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL
POSITION
|
|
30-Jun-24
|
30-Jun-23
|
31-Dec-23
|
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
Notes
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
Property, plant and
equipment
|
10
|
93,347
|
90,525
|
91,743
|
Right-of-use assets
|
11
|
9,883
|
1,477
|
1,272
|
Intangible assets
|
|
11,111
|
8,022
|
9,418
|
Investments in joint
venture
|
|
266
|
185
|
207
|
Trade and other
receivables
|
14
|
40
|
110
|
70
|
Deferred tax assets
|
|
350
|
434
|
435
|
Total non-current assets
|
|
114,997
|
100,753
|
103,145
|
Current assets
|
|
|
|
|
Inventories
|
|
36,970
|
29,664
|
31,904
|
Trade and other
receivables
|
14
|
36,315
|
32,009
|
33,002
|
Derivative financial
instruments
|
14
|
331
|
1,431
|
1,264
|
Cash and cash
equivalents
|
|
7,942
|
8,518
|
6,294
|
Total current assets
|
|
81,558
|
71,622
|
72,464
|
Total assets
|
|
196,555
|
172,375
|
175,609
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
|
(14,917)
|
(13,818)
|
(12,953)
|
Derivative financial
instruments
|
14
|
(286)
|
(117)
|
(28)
|
Current tax liability
|
|
(2,528)
|
(1,875)
|
(1,078)
|
Lease liabilities
|
11
|
(1,934)
|
(607)
|
(507)
|
Interest-bearing loans and
borrowings
|
12
|
(43,055)
|
(35,254)
|
(36,527)
|
Total current liabilities
|
|
(62,720)
|
(51,671)
|
(51,093)
|
Non-current liabilities
|
|
|
|
|
Lease liabilities
|
11
|
(7,536)
|
(941)
|
(827)
|
Deferred tax liabilities
|
|
(4,529)
|
(4,092)
|
(5,270)
|
Post-employment benefits
|
|
(1,506)
|
(2,714)
|
(2,656)
|
Total non-current liabilities
|
|
(13,571)
|
(7,747)
|
(8,753)
|
Total liabilities
|
|
(76,291)
|
(59,418)
|
(59,846)
|
Total net assets
|
|
120,264
|
112,957
|
115,763
|
Equity
|
|
|
|
|
Issued share capital
|
|
2,442
|
2,431
|
2,442
|
Share premium
|
|
44,178
|
44,178
|
44,178
|
Own shares held
|
|
(12)
|
(3)
|
(12)
|
Capital redemption
reserve
|
|
15
|
15
|
15
|
Translation reserve
|
|
3,930
|
4,065
|
4,024
|
Hedging reserve
|
|
45
|
803
|
660
|
Retained earnings
|
|
69,666
|
61,468
|
64,456
|
Total equity
|
|
120,264
|
112,957
|
115,763
|
The notes below form an integral
part of these condensed consolidated interim financial
statements.
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS FOR
THE SIX MONTHS ENDED 30 JUNE 2024
|
Six months
ended
|
Year
ended
|
|
30-Jun-24
|
30-Jun-23
|
31-Dec-23
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
£'000
|
£'000
|
£'000
|
Cash flows from operating activities
|
|
|
|
Profit for the
period/year
|
6,283
|
5,591
|
9,242
|
Adjustments for:
|
|
|
|
Depreciation and
amortisation
|
4,154
|
4,145
|
8,217
|
Disposal of assets
|
68
|
12
|
4
|
Finance costs
|
1,432
|
1,114
|
2,349
|
Share of profit from joint
venture
|
(59)
|
(32)
|
(54)
|
Net exchange differences
|
236
|
(548)
|
(641)
|
Equity-settled share-based
payments
|
672
|
677
|
1,335
|
Taxation
|
2,006
|
1,803
|
3,598
|
Operating profit before changes in working capital and
provisions
|
14,792
|
12,762
|
24,050
|
(Increase) in trade and other
receivables
|
(3,292)
|
(2,758)
|
(3,774)
|
(Increase) in
inventories
|
(5,094)
|
(4,041)
|
(6,279)
|
Increase/(decrease) in trade and
other payables
|
2,494
|
292
|
(1,027)
|
Employee defined benefit
contributions
|
(430)
|
(430)
|
(859)
|
Cash generated from operations
|
8,470
|
5,825
|
12,111
|
Interest paid
|
(1,283)
|
(1,016)
|
(2,082)
|
Income taxes paid
|
(1,103)
|
(914)
|
(2,248)
|
Net cash flows generated from operating
activities
|
6,084
|
3,895
|
7,781
|
Cash flows from investing activities
|
|
|
|
Interest received
|
122
|
104
|
191
|
Purchases of intangibles
|
(1,970)
|
(959)
|
(2,739)
|
Purchases of property, plant and
equipment
|
(6,120)
|
(1,622)
|
(5,744)
|
Net cash used in investing activities
|
(7,968)
|
(2,477)
|
(8,292)
|
Cash flows from financing activities
|
|
|
|
Proceeds from options exercised and
issue of share capital
|
60
|
-
|
-
|
Repayment of borrowings
|
-
|
(802)
|
(1,231)
|
Proceeds from borrowings
|
6,750
|
-
|
1,609
|
Lease payments
|
(1,003)
|
(352)
|
(753)
|
Dividends paid
|
(2,382)
|
(2,243)
|
(3,350)
|
Net cash used in financing activities
|
3,425
|
(3,397)
|
(3,725)
|
Net increase/(decrease) in cash and
cash equivalents
|
1,541
|
(1,979)
|
(4,236)
|
Cash and cash equivalents at start of
period/year
|
6,294
|
10,594
|
10,594
|
Exchange gains/(losses)
|
107
|
(97)
|
(64)
|
Cash and cash equivalents at end of
period/year
|
7,942
|
8,518
|
6,294
|
|
|
|
|
Cash and cash equivalents comprise
cash at bank and short-term highly liquid investments with a
maturity date of less than three months.
The notes below form an integral
part of these condensed consolidated interim financial
statements.
The net exchange differences of
£236k (June 2023: £548k, December 2023: £641k) within operating
activities relate to the foreign exchange movement on
borrowings.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2024
1. GENERAL INFORMATION
Zotefoams plc ('the 'Company') and
its subsidiaries and joint venture (together, 'the Group')
manufacture and sell high-performance foams and license related
technology for specialist markets worldwide. The Group has
manufacturing sites in the UK, USA, Poland and China. The interim
condensed consolidated financial statements of the Group for the
six months ended 30 June 2024 were authorised for issue in
accordance with a resolution of the directors on 5 August
2024.
The Company is a public limited
company which is listed on the London Stock Exchange and
incorporated and domiciled in the UK. The address of the registered
office is 675 Mitcham Road, Croydon, CR9 3AL.
These condensed consolidated
interim financial statements do not comprise statutory accounts
within the meaning of section 434 of the Companies Act 2006.
Statutory accounts for the year ended 31 December 2023 were
approved by the Board of Directors on 5 April 2024 and delivered to
the Registrar of Companies. The report of the auditors on those
accounts was unqualified, did not contain an emphasis of matter
paragraph and did not contain any statement under section 498 of
the Companies Act 2006.
These condensed consolidated
interim financial statements have been reviewed, not
audited.
These condensed consolidated
interim financial statements for the six months ended 30 June 2024
have been prepared in accordance with the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority and with IAS
34, 'Interim financial reporting' as adopted by the United Kingdom.
The condensed consolidated interim financial statements do not
include all the information and disclosures required in the annual
financial statements and should be read in conjunction with the
annual financial statements for the year ended 31 December 2023,
which have been prepared in accordance with UK adopted
international accounting standards (IAS).
Forward-looking statements
Certain statements in this
condensed set of consolidated interim financial statements are
forward-looking. Although the Group believes that the expectations
reflected in these forward-looking statements are reasonable, we
can give no assurance that these expectations will prove to be
correct. As these statements involve risks and uncertainties,
actual results may differ materially from those expressed or
implied by these forward-looking statements.
We undertake no obligation to
update any forward-looking statements, whether as a result of new
information, future events or otherwise.
2. BASIS OF PREPARATION
ACCOUNTING POLICIES
The accounting policies adopted in
the preparation of the interim condensed consolidated financial
statements are consistent with those followed in the preparation of
the Group's annual consolidated financial statements for the year
ended 31 December 2023, except for the adoption of new standards
effective as of 1 January 2024 as disclosed in Note 17. The Group
has not adopted early any standard, interpretation or amendment
that has been issued but is not yet effective. Several amendments
apply for the first time in 2024, but do not have an impact on the
interim condensed consolidated financial statements of the
Group. Taxes on
income in the interim condensed consolidated financial statements
are accrued using the tax rate that would be applicable to the
expected full financial year results for the Group.
GOING CONCERN
The Group has prepared the
financial statements on the basis that it will continue to operate
as a going concern.
The Directors believe that the
Group is well placed to manage its business risks and, after making
enquiries including a review of forecasts and predictions, taking
account of reasonably possible changes in trading performance and
considering the existing banking facilities, have a reasonable
expectation that the Group has adequate resources to continue in
operational existence for the next 12 months following the date of
approval of the interim report. The Directors have also drawn upon
the experiences of reacting to the challenges of COVID-19 through
its safety protocols and cost and cash management, all of which
could be replicated in a similar scenario. After due consideration
of the range and likelihood of potential outcomes, the Directors
continue to adopt the going concern basis of accounting in
preparing these interim financial statements.
3. ESTIMATES AND JUDGEMENTS
The preparation of interim
financial statements requires management to make judgements,
estimates and assumptions that affect the application of accounting
policies and the reported amounts of assets and liabilities, income
and expense. Actual results may differ from these
estimates.
In preparing these condensed
consolidated interim financial statements, the significant
judgements made by management in applying the Group's accounting
policies and the key sources of estimation uncertainty were the
same as those that applied to the consolidated financial statements
for the year
ended 31 December 2023 with the
exception of changes in estimates that are required in determining
the provision for income taxes.
4. FINANCIAL RISK MANAGEMENT
There have been no changes in any
risk management policies since the year-end.
5. SEASONALITY OF OPERATIONS
The seasonality of the Group's
business differs by business unit, although it not highly seasonal.
The Polyolefin Foams business generally experiences a stronger H1,
as in H2 many customers shut down for summer vacation, the
manufacturing sites shut down for annual planned maintenance and
much of the business closes for the period between Christmas and
New Year. Sales in the Footwear part of the High-Performance
Products ('HPP') business tends not to be seasonal, while the
ZOTEK® technical foams and T-FIT® businesses
tend to be skewed more towards H2, based on customer ordering
patterns. The mix of these business units in a year will impact the
seasonality of the Group's sales performance. Additionally, there
remains an underlying cyclical nature of our markets, over the
longer macroeconomic business cycle, as the Group sells into a wide
variety of business segments, many of which are themselves
cyclical.
6. SEGMENT REPORTING
The Group's operating segments are
reported in a manner consistent with the internal reporting
provided to and regularly reviewed by the Group Chief Executive
Officer, Ronan Cox, who is considered to be the 'chief operating
decision maker' for the purpose of evaluating segment performance
and allocating resources. The Group Chief Executive Officer
primarily uses a measure of profit for the year before tax and
exceptional items to assess the performance of the operating
segments.
The Group manufactures and sells
high-performance foams and licenses related technology for
specialist markets worldwide. Zotefoams' activities are categorised
as follows:
·
|
Polyolefin Foams: these foams are
made from olefinic homopolymer and copolymer resin. The most common
resin used is polyethylene.
|
|
·
|
High-Performance Products ('HPP'):
these foams exhibit high performance on certain key properties,
such as improved chemical, flammability or temperature performance
or energy management performance. Turnover in the segment is
currently mainly derived from products manufactured from three main
polymer types: PVDF fluoropolymer, polyamide (nylon) and
thermoplastic elastomer. Foams are sold under the brand name
ZOTEK® while technical insulation products manufactured
from certain materials are branded as T-FIT®.
|
|
·
|
MuCell Extrusion LLC ('MEL'):
licenses microcellular foam technology and sells related machinery.
Recently, a variation of this technology has been used to create
ReZorce®, a recyclable, mono-material barrier packaging
solution.
|
|
|
Polyolefin Foams
|
HPP
|
MEL
|
Consolidated
|
Six months ended
(Unaudited)
|
30-Jun-24
|
30-Jun-23
|
30-Jun-24
|
30-Jun-23
|
30-Jun-24
|
30-Jun-23
|
30-Jun-24
|
30-Jun-23
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Group revenue
|
34,448
|
37,657
|
36,058
|
26,380
|
554
|
594
|
71,060
|
64,631
|
Segment profit/(loss)
pre-amortisation of acquired intangibles
|
3,216
|
4,985
|
10,209
|
7,196
|
(2,038)
|
(1,845)
|
11,387
|
10,336
|
Amortisation of acquired
intangible assets
|
-
|
-
|
-
|
-
|
(126)
|
(131)
|
(126)
|
(131)
|
Segment profit/(loss)
|
3,216
|
4,985
|
10,209
|
7,196
|
(2,164)
|
(1,976)
|
11,261
|
10,205
|
Foreign exchange
gains/(losses)
|
-
|
-
|
-
|
-
|
-
|
-
|
565
|
(360)
|
Unallocated central
costs
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,164)
|
(1,369)
|
Operating profit
|
|
|
|
|
|
|
9,662
|
8,476
|
Financing costs
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,432)
|
(1,114)
|
Share of loss from joint
venture
|
59
|
32
|
-
|
-
|
-
|
-
|
59
|
32
|
Profit before taxation
|
-
|
-
|
-
|
-
|
-
|
-
|
8,289
|
7,394
|
Taxation
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,006)
|
(1,803)
|
Profit for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
6,283
|
5,591
|
Depreciation and
Amortisation:
|
|
|
|
|
|
|
|
|
Depreciation
|
2,496
|
2,647
|
663
|
503
|
266
|
257
|
3,426
|
3,407
|
Allocated depreciation of
right-of-use assets
|
199
|
231
|
54
|
41
|
100
|
104
|
354
|
376
|
Unallocated depreciation of
right-of-use assets
|
-
|
-
|
-
|
-
|
-
|
-
|
129
|
-
|
Amortisation
|
90
|
145
|
49
|
54
|
173
|
163
|
312
|
362
|
Capital expenditure:
|
|
|
|
|
|
|
|
|
Property, plant and equipment
(PPE)
|
4,187
|
1,334
|
550
|
334
|
792
|
205
|
5,529
|
1,873
|
Intangible assets
|
79
|
41
|
46
|
17
|
1,846
|
902
|
1,971
|
960
|
|
|
|
|
|
|
|
|
|
| |
Unallocated assets and liabilities
are made up of corporation tax and deferred tax assets, together
with the recent addition Shincell, which offers opportunities
across both the Polyolefin and HPP businesses.
|
Polyolefin Foams
|
HPP
|
MEL
|
Consolidated
|
Six months ended
(Unaudited)
|
30-Jun-24
|
31-Dec-23
|
30-Jun-24
|
31-Dec-23
|
30-Jun-24
|
31-Dec-23
|
30-Jun-24
|
31-Dec-23
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Segment assets
|
115,897
|
110,374
|
55,996
|
50,456
|
16,688
|
14,344
|
188,581
|
175,174
|
Unallocated assets
|
-
|
-
|
-
|
-
|
-
|
-
|
7,974
|
435
|
Total assets
|
|
|
|
|
|
|
196,555
|
175,609
|
Segment
liabilities
|
(45,029)
|
(37,631)
|
(21,389)
|
(14,363)
|
(1,565)
|
(1,504)
|
(67,983)
|
(53,498)
|
Unallocated liabilities
|
-
|
-
|
-
|
-
|
-
|
-
|
(8,307)
|
(6,348)
|
Total liabilities
|
|
|
|
|
|
|
(76,290)
|
(59,846)
|
Geographical segments
Polyolefin Foams, HPP and MEL are
managed on a worldwide basis but operate from the UK, Europe, USA
and Asia locations. In presenting information on the basis of
geographical segments, segmental revenue is based on the
geographical location of customers. Segment assets are based on the
geographical location of assets.
|
United
Kingdom
|
Europe
|
North
America
|
Rest of
World
|
Total
|
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
|
£`000
|
£`000
|
£`000
|
£`000
|
£`000
|
For the period ended 30 June 2024
|
|
|
|
|
|
Group revenue from external customers
|
5,934
|
16,121
|
13,214
|
35,791
|
71,060
|
Non-current assets
|
51,855
|
20,941
|
41,990
|
211
|
114,997
|
Capital expenditure - PPE
|
1,430
|
1,106
|
2,993
|
-
|
5,529
|
For the period ended 30 June
2023
|
|
|
|
|
|
Group revenue from external
customers
|
6,586
|
17,740
|
13,666
|
26,639
|
64,631
|
Non-current assets
|
41,762
|
20,454
|
38,233
|
304
|
100,753
|
Capital expenditure -
PPE
|
1,157
|
197
|
519
|
-
|
1,873
|
Major customers
Revenues from one customer of the
Group located in "Rest of World" contributed £31,068k (2023:
£22,271k) to the Group's revenue.
Analysis of revenue by category
Breakdown of revenue by products
and services for the Group:
|
Six months
ended
|
|
30-Jun-24
|
30-Jun-23
|
|
(Unaudited)
|
(Unaudited)
|
|
£'000
|
£'000
|
Sale of foam
|
70,505
|
64,037
|
Sale of equipment
|
406
|
433
|
Licence and royalty
income
|
149
|
161
|
Group Revenue
|
71,060
|
64,631
|
7. INCOME TAX EXPENSE
|
Six months
ended
|
|
30-Jun-24
|
30-Jun-23
|
|
(Unaudited)
|
(Unaudited)
|
|
£'000
|
£'000
|
UK corporation tax
|
2,447
|
2,076
|
Overseas tax
|
107
|
149
|
Total current tax
|
2,554
|
2,225
|
Deferred tax
|
(548)
|
(422)
|
Income tax expense
|
2,006
|
1,803
|
Income tax expense is recognised
based on management's estimate of the weighted average annual
income tax rate expected for the full financial year. The estimated
average annual tax rate used for the period to 30 June 2024 is
24.21% (the estimated average annual tax rate for the period ended
30 June 2023 was 24.38%).
8. DIVIDENDS
A dividend of £2,382k (2023:
£2,243k) that relates to the period to 31 December 2023 was paid in
June 2024.
An interim dividend of 2.38 pence
per share was approved by the Board of Directors on 5 August 2024
(2023: 2.28 pence per share). It is payable on 7 October 2024 to
shareholders who are on the register at 6 September 2024. This
interim dividend, amounting to £1,163k (2023: £1,109k), has not
been recognised as a liability in this interim financial
information. It will be recognised in shareholders' equity in the
year to 31 December 2024.
9. EARNINGS PER SHARE
Earnings per ordinary share is
calculated by dividing the consolidated profit after tax
attributable to equity holders of the Parent Company of £6,283k
(2023: £5,591k) by the weighted average number of shares in issue
during the period, excluding own shares held by employee trusts
which are administered by independent trustees. The number of
shares held in the trust at 30 June 2024 was 139,332 (30 June 2023:
58,135). Distribution of shares from the trust is at the discretion
of the trustees. Diluted earnings per ordinary share adjusts for
the potential dilutive effect of share option schemes in accordance
with IAS 33 Earnings per share.
|
Six months
ended
|
|
30-Jun-24
|
30-Jun-23
|
|
(Unaudited)
|
(Unaudited)
|
Weighted average number of ordinary
shares in issue1
|
48,735,829
|
48,472,869
|
Deemed issued for no
consideration
|
1,022,777
|
1,082,961
|
Diluted number of ordinary shares
issued
|
49,758,606
|
49,555,830
|
1 Own
shares held by employee trusts have already been
deducted.
10. PROPERTY, PLANT AND EQUIPMENT
|
Land and
buildings
|
Plant and
equipment
|
Fixtures
and fittings
|
Under
construction
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
Cost
|
|
|
|
|
|
At 1 January 2024
|
46,613
|
115,276
|
3,388
|
9,118
|
174,395
|
Additions
|
18
|
731
|
19
|
4,761
|
5,529
|
Disposals
|
-
|
(147)
|
-
|
-
|
(147)
|
Transfers
|
1,853
|
2,679
|
382
|
(4,972)
|
(58)
|
Effect of movement in foreign
exchange
|
(288)
|
(9)
|
1
|
(19)
|
(315)
|
At
30 June 2024
|
48,196
|
118,530
|
3,790
|
8,888
|
179,404
|
|
|
|
|
|
|
Accumulated depreciation
|
|
|
|
|
|
At 1 January 2024
|
17,059
|
62,872
|
2,721
|
-
|
82,652
|
Depreciation charge
|
724
|
2,554
|
148
|
-
|
3,426
|
Disposals
|
-
|
(79)
|
-
|
-
|
(79)
|
Transfers
|
-
|
-
|
-
|
-
|
-
|
Effect of movement in foreign
exchange
|
7
|
47
|
4
|
-
|
58
|
At
30 June 2024
|
17,790
|
65,394
|
2,873
|
-
|
86,057
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
At 31 December 2023
|
29,554
|
52,404
|
667
|
9,118
|
91,743
|
At
30 June 2024
|
30,406
|
53,136
|
917
|
8,888
|
93,347
|
11. LEASES
(i) Amounts recognised in the
statement of financial position relating to leases:
Right-of-use assets
|
|
|
|
Group
|
|
30-Jun-24
|
31-Dec-23
|
|
£'000
|
£'000
|
|
(Unaudited)
|
(Unaudited)
|
Property
|
775
|
940
|
Equipment
|
1,484
|
332
|
Licences
|
7,624
|
-
|
Total right-of-use
assets
|
9,883
|
1,272
|
Lease Liabilities
|
|
|
|
Group
|
|
30-Jun-24
|
31-Dec-23
|
|
£'000
|
£'000
|
|
(Unaudited)
|
(Unaudited)
|
Lease liability falls due within 1
year
|
1,934
|
507
|
Lease liability falls due within 3
years
|
4,433
|
797
|
Lease liability falls due in more
than 3 years
|
3,103
|
30
|
Total lease liabilities
|
9,470
|
1,334
|
Additions to the right-of-use
assets during the financial year were £9,099k (2023: £1,098k) for
the Group. Within additions £7,752k related to licences (£0k in
2023).
(ii) Amounts recognised in the
income statement relating to leases:
|
Group
|
|
30-Jun-24
|
30-Jun-23
|
|
£'000
|
£'000
|
Property
|
175
|
187
|
Equipment
|
179
|
179
|
Licences
|
129
|
-
|
Total
|
483
|
366
|
Interest expenses (included in
finance costs)
|
113
|
38
|
Expense relating to short-term
leases (included in cost of sales and administrative
expenses)
|
62
|
44
|
Expense relating to leases of
low-value assets that are not shown above as short-term leases
(included in administrative expenses)
|
32
|
32
|
The total cash outflow
|
1,003
|
364
|
Within interest expenses £73k
related to licences (£0k in 2023), and within total cash outflow
£611k related to licences (£0k in 2023).
12. INTEREST-BEARING LOANS AND BORROWINGS
|
|
|
30-Jun-24
|
31-Dec-23
|
|
(Unaudited)
|
(Audited)
|
|
£'000
|
£'000
|
Current bank borrowings
|
|
|
43,055
|
36,527
|
Total
|
|
|
43,055
|
36,527
|
In March 2022, the Group completed
a debt refinancing and selected Handelsbanken and NatWest, the
incumbents, to continue as its lenders. Under the terms of the new
facility, secured against the property, plant and equipment and
trade receivables, the Group's gross finance facility consists of a
£50m multi-currency revolving credit facility with a £25m
accordion. With a 4+1 tenor, the extending year option was taken up
in January 2023.
At 30 June 2024, the Group has
utilised £43.1m (31 December 2023: £36.5m) of its multi-currency
revolving credit facility of £50m. The total amount of £43.1m,
repayable on the last day of each loan interest period, which is
either of a 3- or 6-month duration, is net of £0.3m origination
fees paid up front and being amortised over 4 years.
The interest rate on the debt
facility ranged between 5.00% and 6.68% in H1 2024 (FY 2023:
between 3.70% and 6.60%).
13. RELATED PARTY TRANSACTIONS
There were no material related
party transactions requiring disclosure for the periods ended 30
June 2024 and 30 June 2023.
14. FINANCIAL INSTRUMENTS AND FINANCIAL RISK
MANAGEMENT
Fair
value estimation
To provide
an indication about the reliability of the inputs used in
determining fair value, the Group classifies its financial
instruments into the three levels prescribed under the accounting
standards. An explanation of each level follows underneath the
table.
The
following table presents the Group's financial assets and financial
liabilities measured and recognised at fair value at 30 June 2024
and 31 December 2023:
|
Level 1
|
Level 2
|
Level
3
|
Total
|
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
30-Jun-24
|
£'000
|
£'000
|
£'000
|
£'000
|
Assets
|
|
|
|
|
Forward exchange
contracts
|
-
|
331
|
-
|
331
|
Total assets
|
-
|
331
|
-
|
331
|
Liabilities
|
|
|
|
|
Forward exchange
contracts
|
-
|
(286)
|
-
|
(286)
|
Total liabilities
|
-
|
(286)
|
-
|
(286)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level
1
|
Level
2
|
Level 3
|
Total
|
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
31-Dec-23
|
£'000
|
£'000
|
£'000
|
£'000
|
Assets
|
|
|
|
|
Forward exchange
contracts
|
-
|
1,264
|
-
|
1,264
|
Total assets
|
-
|
1,264
|
-
|
1,264
|
Liabilities
|
|
|
|
|
Forward exchange
contracts
|
-
|
(28)
|
-
|
(28)
|
Total liabilities
|
-
|
(28)
|
-
|
(28)
|
The forward
exchange contracts have been measured at fair value using forward
exchange rates that are quoted in an active market.
Level 1:
The fair value of financial instruments traded in active
markets (such as publicly traded derivatives, and trading and
available-for-sale securities) is based on quoted (unadjusted)
market prices at the end of the reporting period. The quoted marked
price used for financial assets held by the Group is the current
bid price. These instruments are included in level
1.
Level 2:
The fair value of financial instruments that are not traded
in an active market (for example, over-the-counter derivatives) is
determined using valuation techniques. These valuation techniques
maximise the use of observable market data where it is available
and rely as little as possible on entity-specific estimates. If all
significant inputs required to measure an instrument at fair value
are observable, the instrument is included in level
2.
Level 3:
If one or more of the significant inputs is not based on
observable market data, the instrument is included in level 3. This
is the case for unlisted equity securities.
Group's
valuation process
Derivative
financial instruments are valued using Handelsbanken and NatWest
mid-market rates (2023: Handelsbanken and NatWest mid-market rates)
at the Statement of Financial Position date.
The Group
also has a number of financial instruments which are not measured
at fair value in the Statement of Financial Position. For the
majority of these instruments, the fair values are not materially
different to their carrying amounts, since the interest
receivable/payable is either close to current market rates or the
instruments are short-term in nature. The fair value of the
following financial assets and liabilities approximate to their
carrying amount:
·
|
Trade and
other receivables
|
·
|
Cash and
cash equivalents
|
·
|
Trade and
other payables
|
Financial
assets and liabilities measured at amortised cost
The fair
value of borrowings is as follows:
|
30-Jun-24
|
31-Dec-23
|
|
(Unaudited)
|
(Unaudited)
|
|
£'000
|
£'000
|
Current
|
43,055
|
36,527
|
Total
|
43,055
|
36,527
|
The fair value of financial assets
excluding cash and cash equivalents is as follows:
|
30-Jun-24
|
31-Dec-23
|
|
(Unaudited)
|
(Unaudited)
|
|
£'000
|
£'000
|
Non-current trade
receivables
|
40
|
70
|
Trade receivables
|
36,315
|
33,002
|
Total
|
36,355
|
33,072
|
15. CAPITAL COMMITMENTS
Capital expenditure commitments
of £4,993k (31 December 2023: £2,309k) and £7,143k (31 December 2023 £nil) have
been contracted for at the end of the reporting period but not yet
incurred, and are in respect of property, plant and equipment and
right-of-use assets respectively.
16. EVENTS OCCURING AFTER THE REPORTING
PERIOD
There are no material events
occurring after the reporting period.
17. STANDARDS ISSUED BUT NOT EFFECTIVE
i) New standards and amendments -
applicable 1 January 2024
The following standards and
interpretations apply for the first time to financial reporting
periods commencing on or after 1 January 2024:
|
Effective
for accounting periods beginning on or after
|
Expected
Impact
|
Amendments to IFRS 16: Lease
Liability in a Sale and Leaseback
|
1 January
2024
|
None
|
Amendments to IAS 1: Classification
of Liabilities as Current or Non-current
|
1 January
2024
|
See
below
|
Supplier Finance Arrangements -
Amendments to IAS 7 and IFRS 7
|
1 January
2024
|
None
|
Amendments to IAS 1: Classification
of Liabilities as Current or Non-current
The Group is currently assessing
the impact the amendments will have on current practice and whether
existing loan agreements may require reclassification.
ii) Forthcoming
requirements
As at 30 June 2024, the Group has
not adopted early any standard, interpretation or amendment that
has been issued but is not yet effective.